November 26, 2020

Volume X, Number 331


November 25, 2020

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November 24, 2020

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November 23, 2020

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FTC Issues Advance Notice of Proposed Rulemaking

On September 21, 2020, the Federal Trade Commission (“FTC”) announced that it was issuing an Advance Notice of Proposed Rulemaking (“ANPRM”) related to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and its implementing rules and interpretations. This ANPRM requests information related to corporate structure and investment activity. Specifically, the ANPRM is seeking information related to the following seven topics:

  • Size of transaction
  • Real estate investment trusts
  • Non-corporate entities
  • Acquisitions of small amounts of voting securities
  • Influence outside the scope of voting securities
  • Transactions or devices for avoiding HSR requirements
  • Issues pertaining to the HSR filing process

Of note, particularly for nonprofit transactions, is that the FTC seeks information about transaction valuation for a size-of-transaction determination. In particular, the FTC is seeking information on what methodologies an acquiring person uses to support a transaction valuation, the methods for determining fair market value (under HSR rules), and how the determination is similar to or differs from the ordinary course of due diligence—including whether the determination has changed over time.

The FTC is seeking information on all of these topics, and on November 16, 2020, it will host a question and answer session with more information about the ANPRM.

©2020 Epstein Becker & Green, P.C. All rights reserved.National Law Review, Volume X, Number 296



About this Author

John Steren, Epstein Becker Law Firm, Health Care Litigation Attorney

E. John Steren is a Member of the Firm in the Health Care & Life Sciences and Litigation & Business Disputes practices, in the Washington, DC, office of Epstein Becker Green. Mr. Steren devotes a significant portion of his practice to helping health care organizations manage the antitrust risks of joint ventures and other business arrangements. He also focuses his practice on other complex commercial and civil litigation matters.

Patricia M. Wagner, Epstein becker green, health care, life sciences

PATRICIA M. WAGNER is a Member of the Firm in the Health Care and Life Sciences and Litigation practices, in the firm's Washington, DC, office. In 2014, Ms. Wagner was selected to the Washington DC Super Lawyers list in the area of Health Care.

Ms. Wagner's experience includes the following:

Advising clients on a variety of matters related to federal and state antitrust issues 

Representing clients in antitrust matters in front of the Federal Trade Commission and the United States Department of...